Last update: 06.07.2024 02:18 (GMT+3)

TSE: NOTICE OF TAKEOVER BID TO AS VIISNURK SHAREHOLDERS

27.06.2005, Nasdaq Tallinn, TLN
Tallinn Stock Exchange        NEWS RELEASE              27.06.2005

NOTICE OF TAKEOVER BID TO AS VIISNURK SHAREHOLDERS

OÜ Trigon Wood (previous business name OÜ Trigon RED Finance),
with register code 11053100, address: Pärnu mnt 15, Tallinn 10141,
Republic of Estonia (hereafter „Trigon Wood“) announces a takeover
bid in accordance with the Securities Market Act Section 166
Subsection 1 to the shareholders of AS Viisnurk (hereafter
„Shareholders“), register code 10106774, address: Suur-Jõe 48,
Pärnu 80042, Republic of Estonia (hereafter „Viisnurk“) for the
acquisition of all shares of Viisnurk not already held by Trigon
Wood on the following terms and conditions („Takeover Bid“).

The number of the shares or votes represented by the shares of the
target issuer which are controlled by the offeror or the persons
acting in concert with the offeror

Viisnurk has issued 4,499,061 one class of registered common
shares with nominal value EEK 10 per share that are listed in the
I-list of the Tallinn Stock Exchange (hereafter „Shares“). Each
Share gives a Shareholder one vote and the right to participate at
the shareholders’ meeting of Viisnurk and the right to participate
in the distribution of profits and the assets remaining at the
liquidation of the company, as well as other rights as provided in
the law and in the articles of association.

Trigon Wood owns 2,675,752 shares of Viisnurk and 2,675,752 votes
at the shareholders’ meeting of Viisnurk that makes up 59.47% of
the total number of Shares and votes.

Trigon Wood is a company incorporated in the Republic of Estonia
that was founded on June 14th 2004 and that has not engaged in
business activities so far. The aim of Trigon Wood in the future
is to act as a holding company for Viisnurk shares. The owners of
Trigon Wood are TDI Investments Ky, a limited partnership
registered in the Republic of Finland with register code 1868191-
6, situated in Helsinki, and BCB Baltic AB, a company registered
in the Kingdom of Sweden, with register code 556649-7540, situated
in Uppsala. The main activity of TDI Investments Ky and BCB Baltic
AB is investments into securities. In the future, additional
investors may become minority shareholders of Trigon Wood.

The persons acting in concert with Trigon Wood are AS Trigon
Capital, register code 10179709, address: Pärnu mnt 15, Tallinn
10141, Republic of Estonia, and TC Capital Oy, register code
1048129-0, address: Oikokatu 2 A 2, 00170 Helsinki, Republic of
Finland. The persons acting in concert with Trigon Wood do not own
any shares of Viisnurk or any votes at the shareholders’ meeting
of Viisnurk.

TC Capital Oy is a subsidiary of AS Trigon Capital and the general
partner of one of the owners of Trigon Wood, TDI Investments Ky.
AS Trigon Capital has signed an advisory agreement with an owner
of Trigon Wood, BCB Baltic AB.

A description of the securities subject to the takeover bid

The subject of the Takeover Bid is all Shares that are not already
held by Trigon Wood, i.e. 1,823,309 Shares that make up 40.53% of
the total number of Shares.

The purchase price and the method of payment

The purchase price of the Shares subject to the Takeover Bid is
EEK 28.45 per Share (hereafter „Takeover Price“)*1. Trigon Wood
shall pay the Takeover Price corresponding to the number of Shares
being sold to each Shareholder that has accepted the Takeover Bid
upon transferring the respective Shares (delivery versus payment)
on August 3rd 2005.

The term of the takeover bid

The term for accepting the Takeover Bid (hereafter „Term“) starts
on June 27th 2005 and ends on July 25th 2005 (hereafter „End
Date“). The orders of the Shareholders who wish to accept the
Offer must be registered with the Estonian Central Securities
Depository (hereafter „ECSD“) on the End Date latest by 5 PM
Estonian time.

All Shareholders who wish to accept the Takeover Bid should
contact the account operator through which the Shareholder has
opened his/her securities account in ECSD and where the
Shareholder keeps the Shares. For selling the Shares on the terms
and conditions of the Takeover Bid, a trade order corresponding to
the requirements as set out in the Prospectus of the Takeover Bid
(hereafter „Prospectus“) must be registered with the account
operator.

A reference to the approval by the Financial Supervision Authority

This notice of Takeover Bid, the Prospectus and the terms and
conditions of the Prospectus have been approved by the Financial
Supervision Authority on June 22nd 2005.

Places where the prospectus can be obtained

The Prospectus shall be made available in paper form at the
location of Trigon Wood at Pärnu mnt 15, Tallinn 10141, Republic
of Estonia, and in electronic form at the web site of the Tallinn
Stock Exchange at <a href='http://www.ee.omxgroup.com.' target='_blank'>http://www.ee.omxgroup.com.</a>


_______________________________
*1 In this notice the EUR/EEK exchange rate of 15.6466 has been
used for calculating the Takeover Price.


Tradable Assets

Shares
Bonds
Funds

Market information

Statistics
Trading
Indexes
Auctions

Market Regulation

Rules and Regulations
Surveillance

Get Started

For Companies
For Investors
For Brokers/Members
For First North Advisers

News

Nasdaq News
Issuer News
Calendar

About Us

Nasdaq Baltic Market
Offices